Provident Life & Trust Co. v. Durham

Opinion by Mb. Justice Fell, In 1900 the Provident Life and Trust Company, the appellee, reported to the auditor general that its capital stock, the par value of which was $1,000,000, was of the actual value of $5,100,000, and it paid thereon the five mills tax imposed by the act of 1891. It reported that as trustee, executor, administrator and guardian it held bonds, mortgages and other securities of the value of $6,455,282. On this it paid the state tax of four mills. It also paid a tax of eight mills on its gross premiums, and other taxes amounting in all to over $150,000. Upon notice from the board of revision of taxes of the city of Philadelphia, it made a return under protest of so-called insurance assets aggregating $31,646,779.17. The question raised [79] by this appeal is whether these assets are subject to a state tax of four mills. They are subject to the tax if within the meaning of the act of assembly they are held in trust for others. They are exempt from taxation, except as they are included in the value of the capital stock of the company, if they are owned by it in its own right. The first section of the Act of June 1, 1889, P. L. 420, in terms includes corporations with natural persons in imposing a tax on money at interest, but by the fourth proviso to the twenty-first section, imposing a tax on capital stock, corporations are relieved from any tax on bonds, mortgages and other securities “ belonging to them and constituting any portion of their assets included within the appraised value of their capital stock.” This section of the act of 1889 was amended by the Act of June 8, 1891, P. L. 229, and the words of the proviso above quoted were omitted from the later act and the exemption was extended to mortgages, bonds and other securities held by corporations, “owned by them in their own right.” In construing the act of 1889, it was held that the intent of the proviso was to prevent double taxation and that the tax imposed by the twenty-first section was not cumulative but in substitution for that imposed by the first section: Fidelity Ins., etc., Co. v. Loughlin, 139 Pa. 612. The same construction would apply to the act of 1891. This is briefly the legislation on the subject. The facts to which it is applied are these : The Provident Life and Trust' Company is a corporation conducting the business of a life insurance and trust company. In the management of its business all receipts are mingled in a common fund. In order to keep track of its different branches, the receipts from insurance are credited to the insurance branch, and the expenses, death losses and payments on endowment policies are charged to this branch. The surplus with accumulations of interest is held as a reserve fund to meet the payment of policies as they mature and to make certain the fulfillment of the contracts of insurance. The contention that the insurance assets are not owned by the corporation is based on the Act of February 18,1869, P. L. 194, amending the act under which the company was incorporated which provides ; “ That all the net profits to be derived [80] from the business of life insurance after deducting the expenses of the company, shall be divided pro rata among the holders of the policies of such life insurance, equitably and ratably, as the directors of said company shall and may, from time to time, ascertain, determine and report the same for division.” These assets do not represent the net profits of the insurance branch. They are a part of the gross assets of the company, subject to its insurance liabilities, which amount to over $43,000,000. The clear finding on this subject is: “ Thére is no provision of law that plaintiff’s assets or any part of them derived from its business of insurance shall be set apart for the benefit of policy holders, and they.are not so set apart, but, as matter of bookkeeping, plaintiff keeps a separate and distinct account of the assets pertaining to that side of its business. Its contract with its policy holders contains no provision giving them a claim upon any particular assets, but is the ordinary standard form of insurance policy. When insurance losses occur, they are paid out of the general fund of the company, and subsequently as a matter of bookkeeping charged to the insurance side of its business. The $31,646,779.17 of securities reported by plaintiff under protest was owned by it in its own right, and not as trustee, executor, administrator, guardian or any other fiduciary capacity.” These securities constitute a fund owned by the company in its own right' to meet contingent liabilities. No particular assets represent the net profits, which in 1900 amounted to $6,279,520, to which the policy holders will become entitled when the directors- of the company ascertain and report .them for division. Until they are reported for division, the policy holders are entitled to nothing, and then not to securities in kind but to money. This fund is under the absolute control of the trust company and was created to meet future indebtedness. The management of the company does not differ in this regard from the management of other financial institutions that create an adequate reserve against certain liabilities. It is only by regarding the company as a holding company and its branches as distinct entities for whose benefit investments are made and securities held that any conception of a distinct trust relation arises. If so regarded it is a trustee as well for its depositors of all securities purchased with funds received [81] by its banking department, and these are liable to taxation. The act of 1891 contemplates no snch shadowy trust relation as this. A further discussion of the subject would be a useless repetition of the reasons so clearly stated in the able opinion of the learned judge of the common pleas. The decree is affirmed at the cost of the appellant.